ICO Group Limited — Capital/Financing Update 2013

Feb 5, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

(1) PROPOSED CAPITAL REORGANISATION; (2) PROPOSED CHANGE OF BOARD LOT SIZE; (3) PROPOSED SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE; AND (4) RESUMPTION OF TRADING

PROPOSED CAPITAL REORGANISATION

The Board proposes to put forward a proposal for approval by the Shareholders to effect the Capital Reorganisation which involves:

(i) Share Consolidation: the consolidation of every ten (10) issued Existing Shares of par value HK$0.01 each into one (1) issued Consolidated Share of HK$0.10;

• For identification purposes only

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• (ii) Capital Reduction: a reduction of the issued share capital of the Company through cancellation of (a) any fractional Consolidated Share in the share capital of the Company that may arise as a result of the Share Consolidation; and (b) the paid-up capital of the Company to the extent of HK$0.09 on each issued Consolidated Share so that the par value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01;

• (iii) Share Premium Cancellation: the entire amount standing to the credit of the share premium account of the Company will be reduced and cancelled;

• (iv) The credit arising from the Capital Reduction and the Share Premium Cancellation will be transferred to the contributed surplus account of the Company; and

• (v) The contributed surplus account of the Company will be applied to set off against accumulated losses of the Company as permitted by the laws of Bermuda and the ByeLaws.

The effective date of the Capital Reorganisation is expected to be on Tuesday, 26 March 2013.

PROPOSED CHANGE OF BOARD LOT SIZE

The Existing Shares are trading in board lot size of 2,000. The Board proposes to change the board lot size for trading in the shares of the Company on the Stock Exchange from 2,000 Existing Shares to 10,000 New Shares after the Capital Reorganisation becomes effective.

SUBSCRIPTION AGREEMENT

On 4 February 2013 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Company has conditionally agreed to issue and allot to the Subscriber, and the Subscriber has conditionally agreed to subscribe for 170,000,000 Subscription Shares at the Subscription Price.

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GENERAL

The Subscription is conditional on, among other things, the Capital Reorganisation becoming effective. Each of the proposed Capital Reorganisation and the Subscription is conditional upon, among other things, the approval by the Shareholders by way of poll at the SGM. None of the Shareholders or their associates (as defined in the Listing Rules) would have any interest in the Capital Reorganisation and the Subscription, which is different from that of other Shareholders. Accordingly, no Shareholders would be required to abstain from voting at the SGM.

A circular containing, among other things, (i) further details of the proposed Capital Reorganisation; (ii) further details of the proposed change of board lot size; (iii) further details of the Subscription Agreement and the transactions contemplated thereunder; and (iv) a notice convening the SGM will be despatched to the Shareholders on or before 1 March 2013.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 5 February 2013 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 6 February 2013.

PROPOSED CAPITAL REORGANISATION

The Board proposes to put forward a proposal for approval by the Shareholders to effect the Capital Reorganisation which involves:

• (i) Share Consolidation: the consolidation of every ten (10) issued Existing Shares of par value HK$0.01 each into one (1) issued Consolidated Share of HK$0.10;

• (ii) Capital Reduction: a reduction of the issued share capital of the Company through cancellation of (a) any fractional Consolidated Share in the share capital of the Company that may arise as a result of the Share Consolidation; and (b) the paid-up capital of the Company to the extent of HK$0.09 on each issued Consolidated Share so that the par value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01;

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• (iii) Share Premium Cancellation: the entire amount standing to the credit of the share premium account of the Company will be reduced and cancelled;

• (iv) The credit arising from the Capital Reduction and the Share Premium Cancellation will be transferred to the contributed surplus account of the Company; and

• (v) The contributed surplus account of the Company will be applied to set off against accumulated losses of the Company as permitted by the laws of Bermuda and the ByeLaws.

Effect of the Capital Reorganisation

As at the date of this announcement, the authorised share capital of the Company is HK$400,000,000 divided into 40,000,000,000 Shares of HK$0.01 each, of which 8,758,239,861 Existing Shares are issued and credited as fully paid. Upon the proposed Capital Reorganisation becoming effective and assuming no further Shares will be issued or repurchased between the date of this announcement and the effective date of the Capital Reorganisation, the issued share capital of the Company will become HK$8,758,239.86 divided into 875,823,986 New Shares of par value HK$0.01 each but the authorised share capital of the Company will remain unchanged. The resulting New Shares of par value HK$0.01 each will rank pari passu in all respects with each other. Any entitlement to fractional New Share will not be issued to the Shareholders, but will be aggregated and sold for the benefit of the Company.

Based on the existing number of Existing Shares of 8,758,239,861, the credit arising from the Capital Reduction is expected to be approximately HK$78.8 million. As at 31 December 2011, the amount standing to the credit of the share premium account of the Company was approximately HK$223.8 million and the entire balance of the accumulated losses of the Company was approximately HK$249.0 million. The credit arising from the Capital Reduction and the Share Premium Cancellation will be transferred to the contributed surplus account of the Company to be applied to set off against accumulated losses of the Company as permitted by the laws of Bermuda and the Bye-Laws and the balance after such set off will remain standing to the credit of the contributed surplus account of the Company.

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The implementation of the proposed Capital Reorganisation will not, of itself, alter the underlying assets, investments, liabilities, business, operations, management and financial position of the Group or the relative interests or rights of the Shareholders, except for the payment of the related expenses by the Company. The Board believes that the Capital Reorganisation will not have any adverse effect on the financial position of the Company and that the Board believes that there will be no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. No capital will be lost as a result of the Capital Reorganisation and, except for the expenses involved in relation to the Capital Reorganisation which are expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reorganisation becoming effective. The Capital Reorganisation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

Conditions Precedent of the proposed Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (a) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation;

• (b) the compliance with the requirements of section 46(2) of the Companies Act and all applicable laws of Bermuda, including (i) publication of a notice in relation to the Capital Reduction in an appointed newspaper in Bermuda on a date not less than fifteen (15) days but not more than thirty (30) days before the date on which the Capital Reorganisation is to take effect; and (ii) that on the date on which the Capital Reorganisation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due; and

• (c) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

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Subject to the fulfillment of the above conditions, the effective date of the Capital Reorganisation is expected to be on Tuesday, 26 March 2013.

Reasons for the Capital Reorganisation

The Board considers that (i) the Share Consolidation will reduce the transaction costs for the dealing in the Shares, including those fees which are charged with reference to the number of board lots; and (ii) the elimination of the Company’s accumulated losses will allow greater flexibility for the Company to consider any declaration of dividends to the Shareholders if the Board sees appropriate.

In view of the above, the Directors are of the view that the Capital Reorganisation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Application for listing of the New Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

All necessary arrangements will be made for the New Shares to be admitted into the CCASS established and operated by HKSCC.

PROPOSED CHANGE OF BOARD LOT SIZE

The Existing Shares are trading in board lot size of 2,000. The Board proposes to change the board lot size for trading in the shares of the Company on the Stock Exchange from 2,000 Existing Shares to 10,000 New Shares after the Capital Reorganisation becomes effective.

Based on the closing price of the Existing Shares of HK$0.032 on the Last Trading Day, and the existing board lot size of 2,000 Existing Shares, the prevailing board lot value is HK$64 (equivalent to HK$640 upon the Capital Reorganisation becoming effective). On the basis of the aforesaid closing price and the new board lot size of 10,000 New Shares, the new board lot value would be HK$3,200. The change of board lot size will result in New Shares being traded in a more reasonable board lot size and value.

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OTHER ARRANGEMENTS

CCASS Eligibility

Subject to the granting of the listing of, and permission to deal in, the New Shares on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS in the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Exchange of share certificates

Subject to the Capital Reorganisation becoming effective, the Shareholders may submit their existing share certificates for the Existing Shares to Tricor Standard Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, being the branch share registrar and transfer office of the Company in Hong Kong, in exchange for share certificates for the New Shares free of charge during the period from Tuesday, 26 March 2013 (being the effective date of the Capital Reorganisation) to Tuesday, 7 May 2013 (both dates inclusive). After the expiry of such period, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 per share certificate (or such higher amount as allowed by the Stock Exchange from time to time) and share certificates for the Existing Shares will cease to be valid for trading but will continue to be good evidence of legal title to the New Shares.

Arrangement for matching service for odd lots

In order to alleviate the difficulties arising from the creation of odd lots of the New Shares, the Company will procure a designated broker to arrange for the matching of the sales and purchases of odd lots of the New Shares. Details of the odd lot arrangements will be set out in the circular to be despatched to the Shareholders.

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EXPECTED TIMETABLE

Subject to the above conditions being fulfilled, the expected timetable for the Capital Reorganisation and the associated trading arrangements are set out below:

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Despatch of circular and notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 1 March

Latest time for lodging forms of proxy

for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Saturday, 23 March

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Monday, 25 March

Announcement of the results of the SGM . . . . . . . . . . . . by 11:00 p.m. on Monday, 25 March

Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 26 March

Dealings in the New Shares commence. . . . . . . . . . . . . . . . . . . . 9:00 a.m. Tuesday, 26 March

First day of free exchange of existing share

certificates for new share certificates

for the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 26 March

Original counter for trading in the

Existing Shares in board lots of 2,000

Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Tuesday, 26 March

Temporary counter for trading in the New Shares

in board lots of 200 Consolidated Shares

(in the form of existing share certificates) opens. . . . . . . . . . . 9:00 a.m. Tuesday, 26 March

Effective date of change of board lot size

from 2,000 Existing Shares to 10,000 New Shares . . . . . . . . . . . . . . . . . . . Friday, 12 April

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2013

Original counter for trading in the New Shares in new board lot of 10,000 New Shares (in the form of new share certificates) re-opens. . . . . . . . . . . . . . 9:00 a.m. Friday, 12 April Parallel trading in the New Shares (in form of new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Friday, 12 April Designated broker starts to stand in the market to provide matching services for odd lots of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. Friday, 12 April Temporary counter for trading in the New Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . .4:00 p.m. Friday, 3 May Parallel trading in the New Shares (in form of new share certificates and existing share certificates) ends. . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. Friday, 3 May Designated broker ceases to stand in the market to provide matching services for odd lots of the New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. Friday, 3 May Last day for free exchange of existing share certificates for new share certificates for the New Shares . . . . . . . . . . . . . . Tuesday, 7 May

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SUBSCRIPTION AGREEMENT

Date: 4 February 2013 (as supplemented on 5 February 2013) Parties: the Company, as the issuer; and Billion Develop International Limited, as the Subscriber

The Subscriber is an investment holding company. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Subscriber and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Number of Subscription Shares

Pursuant to the Subscription Agreement, the Company has conditionally agreed to issue and allot to the Subscriber, and the Subscriber has conditionally agreed to subscribe for 170,000,000 Subscription Shares (which are New Shares following the completion of the Capital Reorganisation), representing (i) approximately 19.41% of the then issued share capital of the Company immediately upon the Capital Reorganisation becoming effective but before completion of the Subscription (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Capital Reorganisation save for the Capital Reorganisation); and (ii) approximately 16.26% of the enlarged issued share capital of the Company immediately after the issue and allotment of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to the completion of the Subscription save for the Capital Reorganisation and the issue of the Subscription Shares).

The Subscription Shares, when issued and fully-paid, will rank pari passu in all respects among themselves and with all other New Shares in issue as at the date of issue and allotment of the Subscription Shares.

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Subscription Price

The aggregate amount payable for the Subscription Shares will be HK$37,400,000. The Subscription Price of HK$0.22 per Subscription Share represents:

• (i) a discount of approximately 31.3% to the adjusted closing price of HK$0.32 per New Share, based on the closing price of HK$0.032 per Existing Share as quoted on the Stock Exchange on the Last Trading Day and adjusted for the effects of the Capital Reorganisation;

• (ii) a discount of approximately 31.3% to the adjusted average of the closing prices of approximately HK$0.32 per New Share, based on the average of the closing prices of approximately HK$0.032 per Existing Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day and adjusted for the effects of the Capital Reorganisation;

• (iii) a discount of approximately 29.0% to the adjusted average of the closing prices of approximately HK$0.31 per New Share, based on the average of the closing prices of approximately HK$0.031 per Existing Share as quoted on the Stock Exchange for the ten consecutive trading days up to and including the Last Trading Day and adjusted for the effects of the Capital Reorganisation; and

• (iv) a discount of approximately 24.1% to the adjusted average of the closing prices of approximately HK$0.29 per New Share, based on the average of the closing prices of approximately HK$0.029 per Existing Share as quoted on the Stock Exchange for the twenty consecutive trading days up to and including the Last Trading Day and adjusted for the effects of the Capital Reorganisation.

The aggregate amount payable for the Subscription Shares of HK$37,400,000 is payable in cash by the Subscriber to the Company in the following manner:

• (i) HK$3,740,000 shall be paid by the Subscriber on or before 15 February 2013 as deposit (the “ Deposit ”) and towards part payment for the Subscription; and

• (ii) the balance in the sum of HK$33,660,000 shall be paid by the Subscriber upon completion of the Subscription.

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The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber with reference to the recent market prices of the Shares and the size of the Subscription. The Directors consider that the Subscription Price is fair and reasonable and the Subscription is in the interests of the Company and Shareholders as a whole.

Specific Mandate

The Subscription Shares will be issued and allotted under a specific mandate to be sought from the Shareholders at the SGM.

Conditions Precedent of the Subscription

Pursuant to the Subscription Agreement, completion of the Subscription is conditional upon the following conditions precedent being fulfilled:

• (i) the Capital Reorganisation becoming effective;

• (ii) passing of the necessary resolution(s) in respect of the Capital Reorganisation and the Subscription at the SGM by way of poll by the Shareholders;

• (iii) the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares;

• (iv) if necessary, the Bermuda Monetary Authority granting consent to the issue and allotment of the Subscription Shares; and

• (v) all necessary approvals and permits required to be obtained by the Company and the Subscriber in respect of the Subscription having been obtained.

If all the conditions precedent have not been fulfilled at or before 5:00 p.m. on 28 March 2013 (or such other date as may be agreed between the Company and the Subscriber), the obligations and liabilities of the parties under the Subscription Agreement shall terminate (save and except the provisions governing announcement, governing law and jurisdiction) and none of the parties shall have any claim against the other in respect of any matter in connection with the Subscription Agreement save for any antecedent breach thereof. In such event, the Company shall refund the Deposit (without interest) to the Subscriber.

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Completion

Completion of the Subscription will take place on the second business day (or such other date as may be agreed by the Company and the Subscriber) after all the conditions of the Subscription have been fulfilled.

If after fulfillment of the above conditions precedent, completion of the Subscription does not take place due to the default of the Subscriber, the Company shall be entitled to forfeit the Deposit as agreed liquidated damages, but if completion of the Subscription does not take place due to the default of the Company, the Company shall refund the Deposit (without interest) and compensate a sum of HK$3,740,000 to the Subscriber as agreed liquidated damages, in each case, the party shall not make any further claim of any nature against another party or seek for any specific performance of the Subscription Agreement.

Reasons for the Subscription and use of proceeds

The Group is principally engaged in the manufacture and sale of medical devices and manufacture and sale of plastic moulding products. The Board considers the Subscription offers good opportunities to raise further capital and broaden the shareholders base of the Company thereby increasing the liquidity of the Shares as well as strengthening the financial position of the Group. The net proceeds from the Subscription is expected to be approximately HK$34.9 million, representing the net Subscription Price of approximately HK$0.21 per Subscription Share. It is expected that the net proceeds from the Subscription will be used for general working capital of the Group and the Group’s future business development.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The changes in the shareholding structure of the Company arising from the Capital Reorganisation and the Subscription will be as follows (assuming there will be no other change in the shareholding structure of the Company immediately after the date of this announcement and prior to the completion of the Subscription):

Almeco United Group Limited (Note 1) Titron Group Holdings Limited (Note 1) Qshare Holding Limited (Note 2) Mr. Leung Ka Kui, Johnny (Note 3) The Subscriber Public Shareholders Total	As at the date of this announcement Number of Existing Shares Approximate % 1,456,589,220 16.63% 6,300,000 0.07% 1,462,889,220 16.70% 2,181,160,000 24.90% 290,000 0.00% – 0.00% 5,113,900,641 58.40% 8,758,239,861 100.00%	Upon completion of the Capital Reorganisation and the Subscription Number of New Shares Approximate % 145,658,922 13.93% 630,000 0.06% 146,288,922 13.99% 218,116,000 20.86% 29,000 0.00% 170,000,000 16.26% 511,390,064 48.89% 1,045,823,986 100.00%	Upon completion of the Capital Reorganisation and the Subscription Number of New Shares Approximate % 145,658,922 13.93% 630,000 0.06% 146,288,922 13.99% 218,116,000 20.86% 29,000 0.00% 170,000,000 16.26% 511,390,064 48.89% 1,045,823,986 100.00%
			13.99% 20.86% 0.00% 16.26% 48.89%
			100.00%

Notes:

1. Almeco United Group Limited is 100% owned by Mr. Yip Wai Lun, Alvin, an executive Director. Titron Group Holdings Limited is owned as to 42.50% by Mr. Yip Wai Lun, Alvin, an executive Director.

2. Qshare Holding Limited is 100% owned by Ms. Leung Mei Han, an executive Director.

3. Mr. Leung Ka Kui, Johnny is an independent non-executive Director.

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EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save for the Subscription, the Company has not conducted any equity fund raising activities in the past 12 months before the date of this announcement.

ADJUSTMENTS IN RELATION TO THE OUTSTANDING SHARE OPTIONS, THE OUTSTANDING CONVERTIBLE NOTES AND THE PERFORMANCE INCENTIVE SHARES

As at the date of this announcement, the Company has (i) 19,404,265 outstanding Share Options granted to certain Directors and employees of the Group, carrying rights to subscribe for a total of 19,404,265 Existing Shares; (ii) Convertible Notes in the outstanding principal amount of HK$40,043,810, convertible into 800,876,200 Existing Shares at HK$0.05 per Existing Share (subject to adjustment); and (iii) Performance Incentive Shares, of up to 6,700,000,000 outstanding new Shares (subject to adjustment) as may be issued at HK$0.05 per Existing Share (subject to adjustment).

Save as disclosed above, the Company does not have any other outstanding share options, convertible notes, performance incentive shares or securities in issue which are convertible or exchangeable into Shares. As the Capital Reorganisation will cause adjustments to (i) the aggregate number of the New Shares to be issued and allotted upon exercise of the subscription rights attached to the outstanding Share Options and upon exercise of the conversion rights attached to the Convertible Notes; and (ii) the exercise price of the Share Options, the conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares, the Company will notify the holders thereof by way of announcement regarding adjustments to be made (if any) pursuant to the terms and conditions of the Share Options Scheme, the instrument creating the Convertible Notes and the Performance Incentive Agreement, respectively. Further announcement will be made by the Company as and when appropriate in this regard.

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GENERAL

The Subscription is conditional on, among other things, the Capital Reorganisation becoming effective. Each of the proposed Capital Reorganisation and the Subscription is conditional upon, among other things, the approval by the Shareholders by way of poll at the SGM. To the best information, belief and knowledge of the Directors, the Subscriber and its associates (as defined in the Listing Rules) do not hold any Shares. None of the Shareholders or their associates (as defined in the Listing Rules) would have any interest in the Capital Reorganisation and the Subscription, which is different from that of other Shareholders. Accordingly, no Shareholders would be required to abstain from voting at the SGM.

A circular containing, among other things, (i) further details of the proposed Capital Reorganisation; (ii) further details of the proposed change of board lot size; (iii) further details of the Subscription Agreement and the transactions contemplated thereunder; and (iv) a notice convening the SGM will be despatched to the Shareholders on or before 1 March 2013.

WARNING

Shareholders and potential investors should be aware of and take note that each of the Capital Reorganisation and the Subscription is conditional upon satisfaction of the conditions precedent set out in the paragraphs headed “Conditions Precedent of the proposed Capital Reorganisation” and “Conditions Precedent of the Subscription” above respectively, and therefore may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 5 February 2013 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 6 February 2013.

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DEFINITIONS

In this announcement, the following terms have the following meanings:

“Board” the board of the Directors

• “Bye-Laws” the bye-laws of the Company from time to time

“Capital Reduction” the proposed reduction of the issued share capital of the Company through the cancellation of (a) any fractional Consolidated Share in the share capital of the Company that may arise as a result of the Share Consolidation; and (b) the paid-up capital of the Company to the extent of HK$0.09 on each issued Consolidated Share so that the par value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01

“Capital Reorganisation” the proposed reorganisation of the share capital of the Company by way of (i) the Share Consolidation; (ii) the Capital Reduction; (iii) the Share Premium Cancellation; and (iv) the credit arising from (i) and (ii) transferred to the contributed surplus account and applied to set-off against accumulated losses of the Company

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Act” The Companies Act 1981 of Bermuda, as amended, modified or supplemented from time to time

“Company”

AMCO United Holding Limited (stock code: 630), a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

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• “Consolidated Share(s)”

• “Convertible Notes”

• “Directors”

• “Existing Share(s)”

• “Group”

• “HKSCC”

• “Hong Kong”

• “Last Trading Day”

• “Listing Rules”

• “New Share(s)”

• ordinary share(s) of HK$0.10 each in the issued share capital of the Company immediately after the Share Consolidation becoming effective but before the Capital Reduction and Share Premium Cancellation

• the convertible notes issued by the Company in the aggregate principal amount of HK$112.5 million, details of which are set out in the announcement of the Company dated 21 June 2011 and the circular of the Company dated 12 August 2011

• the directors of the Company

• ordinary share(s) of HK$0.01 each in the existing share capital of the Company, before the Capital Reorganisation

• the Company and its subsidiaries

• Hong Kong Securities Clearing Company Limited

the Hong Kong Special Administrative Region of the People’s Republic of China

• 4 February 2013, being the last trading day on which the Shares were traded on the Stock Exchange prior to the release of this announcement

• the Rules Governing the Listing of Securities on the Stock Exchange

• ordinary share(s) of HK$0.01 each in the share capital of the Company immediately upon the Capital Reorganisation becoming effective

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“Performance Incentive Agreement”

the agreement dated 4 March 2011 (as amended and restated on 27 July 2011) and entered into among the Company, Energy Best Investments Limited and Atlas Medical Limited, details of which are set out in the announcement of the Company dated 21 June 2011 and the circular of the Company dated 12 August 2011

• “Performance Incentive up to 6,700 million new Existing Shares (subject to Shares” adjustments) which may fall to be issued and allotted pursuant to the terms of the Performance Incentive Agreement

• “SGM” a special general meeting of the Company to be convened and held to consider and, if thought fit, approve the Capital Reorganisation and the Subscription

• “Share(s)”

• the Existing Share(s), the Consolidated Share(s) and/or the New Share(s), as the case may be

• “Share Consolidation” the proposed consolidation of every ten (10) Existing Shares of HK$0.01 each into one (1) issued Consolidated Share of HK$0.10 in the issued share capital of the Company

• “Share Option Scheme” the share option scheme of the Company adopted on 12 June 2004

“Share Options” the share options to subscribe for the Shares granted under the Share Option Scheme

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“Share Premium the proposed cancellation of the entire amount standing to Cancellation” the credit of the share premium account of the Company “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” Billion Develop International Limited, a company incorporated in the British Virgin Islands with limited liability “Subscription” the subscription for 170,000,000 New Shares by the Subscriber pursuant to the Subscription Agreement “Subscription Agreement” the subscription agreement dated 4 February 2013 (as supplemented on 5 February 2013) and entered into between the Company and the Subscriber in relation to the Subscription “Subscription Price” being HK$0.22 per Subscription Share “Subscription Share(s)” an aggregate of 170,000,000 New Shares to be issued and allotted to the Subscriber pursuant to the Subscription Agreement “HK$” Hong Kong dollars, the lawful currency of Hong Kong

By Order of the Board AMCO United Holding Limited Yip Wai Lun, Alvin Chairman and Managing Director

Hong Kong, 5 February 2013

As at the date of this announcement, Mr. Yip Wai Lun, Alvin and Ms. Leung Mei Han are the Executive Directors and Mr. Leung Ka Kui, Johnny, Mr. Chan Kam Kwan, Jason and Mr. Lau Man Tak are the Independent Non-executive Directors.

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